


without the boldness of arachne

by keptein



Category: Marvel, The Amazing Spider-Man (Movies - Webb)
Genre: Alternate Universe, Alternate Universe - Canon Divergence, F/M, Gwen Stacy is Spider-Man
Language: English
Status: Completed
Published: 2014-03-19
Updated: 2014-03-19
Packaged: 2018-01-16 07:36:02
Rating: Not Rated
Warnings: Graphic Depictions Of Violence
Chapters: 1
Words: 10,731
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1337296
Author URL: https://archiveofourown.org/users/keptein/pseuds/keptein
Summary: <blockquote class="userstuff">
              <p>It's not until she gets home from OsCorp, where Peter pulled her into a hidden room marked BIOCABLE PROGRAM, that Gwen notices the red welt on her thigh. <i>Did you get bitten by any of the spiders?</i> she texts Peter, who replies within a couple of minutes: <i>shit, no, are you okay?</i></p>
            </blockquote>





	without the boldness of arachne

**Author's Note:**

> the other day, i watched TASM again and thought, "how cool would it be if gwen stacy were spider-man instead of peter parker?" then i talked to hans. then i wrote 10k in two days. the answer is, apparently, very cool and pretty wordy. big thanks to hans for helping me almost every step of the way, and perri for encouragement and title help.

It's a bright, sunny day, and Gwen Stacy asks Peter Parker out. “Let him down! _Eugene_!” is still ringing in her head, the last she heard before Flash started punching him and she had to step in to defuse the situation.

“I mean, if you want,” she says, eyes never quite settling on his face, “you could -”

“Sounds good,” Peter says, too quickly, and they smile stupidly at each other. “I – yeah, definitely.”

“Okay,” she says, smiling wide, “so I'll see you, then?”

“Yeah,” he nods, “I gotta – but yeah.”

He comes over later, and they keep hurriedly looking away from each other across the dinner table. Gwen barely notices what they're eating. She's embarrassed by the looks her parents exchange, but she makes out with Peter in her room afterward, so she figures some parental embarrassment is worth it.

* ✾ *

This is why, weeks later, when she's showing the new interns around OsCorp, she merely smiles ruefully at Peter when he appears in the crowd. “Second best in his class,” she tells Dr. Connors, who nods in appreciation.

“You sure about that?” Peter asks, and she flips her hair, gives him a look and says,

“Pretty sure.”

The other interns laugh. Peter smiles behind his new glasses, kind and just a tad skeptical.

This is why, when Peter says, “Come on, I want to see something,” she leaves the interns with Dr. Connors and follows him – because she wants to make sure he doesn't ruin anything important, but also because she's intrigued, and he looks so enthusiastic.

“We really shouldn't,” she protests once, when Peter is keying in the code after Dr. Ratha. The sign says _BIOCABLE_ , and the word rings a bell, but nothing specific comes to mind.

“Do you know what's in here, have you ever been?” Peter asks, and when she shakes her head, he grins and says, “I know you want to find out.”

Once inside, she looks at the webbing – the biocable, of _course_ – and the machinery that's working it over and testing its strength. “I've read about this,” she comments, but Peter isn't listening – he's standing by a door, looking in with wide eyes. “You truly love science, huh.”

“I'm _passionate_ about science,” he says again, grinning, “and so are you. Come on.”

“Not a good idea,” she says, because someone has to say it, but she still goes with him inside.  She looks around in fascination, as wide-eyed as him – Dr. Connors has mentioned these spiders, but she's never seen them before, and she wonders – “Oh, God, spiders falling on me. Spiders!”

Peter is shaking his entire body, chanting _ew ew ew_. “So gross, I'm sorry, I'm sorry, let's get out of here,” he complains, and they do, his slightly clammy hand in hers as she leads them back to the interns. They exchange a hurried peck before turning the corner to join them again, and she tucks her hair behind her ear to return to her role of Gwen Stacy, Head Intern.

It's not until she gets home that she notices the red welt on her thigh. _Did you get bitten by any of the spiders???_ she texts Peter, who replies within a couple of minutes:

_Shit no are you okay_

_Yeah, I'll go by the nurse tomorrow and have her check it out if it doesn't go away_

_Okay see you tomorrow <3_

_< 3_

There's no point in worrying over nothing, Gwen tells herself firmly, and puts on pajama pants so she won't scratch at it in her sleep.

* ✾ *

The next morning, she's squeezing her bottle of foundation and it goes _everywhere_. Gwen frowns, looking at the tube in her hands, but there doesn't seem to be anything wrong with it. She shrugs and grabs some toilet paper to wipe it up, only half the roll follows her tug – then the faucet breaks when she goes to turn on the water, and she is officially freaking out, shrieking as water goes everywhere.

Her mother knocks on the door. “You okay in there, Gwen?”

“Y- yeah,” she replies, “uhm, I think the sink's broken, the water knob thing fell off.”

Her mother opens the door and looks at the mess with wide eyes. “I'll see if your father can fix it,” she says, and leaves. “George–?”

Gwen stands there, still in her pajamas, hands shaking and hair on end. She doesn't know what's going on, and it frightens her.

She's late to school because her one useable pair of pants are in the washer, but she needs to cover up the spider bite – it doesn't look any worse than yesterday, which is a relief, but it's still visible. She ends up sitting on her bed, planning, and she swears she can hear the traffic down on the street, even though it's twenty stories down.

None of this is good, she thinks, and goes to school.

“Hey, are you okay?” Peter leans forward to ask her in English class, because he _never_ arrives before her – and she nods, says, “Yeah, of course, I'm fine,” but lines of worry still crease his forehead.

Lunch hour finds her eating small bites of her packed lunch in a deserted computer lab, scrolling through reports Dr. Connors have let her look at – and some he hasn't, about the viability of cross-species genetics, about side-effects, and finally about Richard Parker's genetically modified spiders. They were not modified for curing disease or disabilities, like the work Dr. Connors is doing now – but OsCorp still tried a round of mice trials as recently as two years ago. The mortality rate was 67%, and the scientists involved settled for the biocable program.

She feels like she's going to throw up, and it doesn't help when she ruins three of the school's keyboards.

* ✾ *

“Gwen? Gwen! Hey –” Peter runs up to her in the hallway when she's putting her books away, slightly out of breath.

“Hey,” she says, and he smiles widely, looks around before giving her a peck. Peter is a mess of contradictions, shy to kiss her in the hallway but eager to speak up in a group of strangers, handsome as hell and hiding away in a rumpled hoodie – but she definitely doesn't mind.

“I gotta – I gotta go home, Aunt May wanted me to fix a thing, but do you wanna do something tomorrow?”

She nods, closing her locker – her hand won't let go from the metal, so she leans against it and tries to look like it's there on purpose. “Yes,” she says, “my place or yours?”

“Aunt May's making meatloaf,” Peter says, pulling a face, “so, yours? If your dad doesn't throw me out or something.”

Gwen laughs. “He likes you, I promise.” Her father had treated Peter with cold suspicion the first time he was over, sweaty and uncomfortable in a nice shirt Gwen hasn't seen since, but he warmed up once Gwen told him about Peter's proficiency for hard science – even implying something that made Gwen blush for _hours_.

“So you say,” Peter says, and looks at her with put-on suspicion. “I have to run, I'll see you, alright?”

She nods again, and they kiss – a little longer this time, even though Peter still tastes like the tuna sandwich he had for lunch. Gwen doesn't mind.

It takes her five minutes for her hand to stop sticking to her locker, and she resolves to buy gloves on the way home.

* ✾ *

_67% mortality rate_.

The number swirls around in her head, makes her heart pound faster, but she tries to think rationally about it – the bite is fading, it's not infected or anything, and maybe this will all go away if she just stops thinking about it. Healing through positivity, right? That's a thing, she's sure. Even if it's not completely scientific, but that's okay.

_Just stop_ thinking _about it_ , she tells herself.

It works for all of one hour as she immerses herself in her math homework, before her door bangs open and suddenly she's up and in the corner of her ceiling, pressing herself as small as can go. “Sorry!” one of her little brothers says, closing the door quickly and shouting “Philip! Where are you?” in the hallway. Gwen gapes.

She is _sticking to the wall_ , crouched at an impossible angle and without anything except her own hands and feet to help her stay up.

Maybe it's morbid curiosity, maybe scientific curiosity or maybe just curiosity – but she slowly looses her hands from the wall and places them on the ceiling, her feet following in one smooth motion, and then she's looking down at her room.

Looking _down_. At her _room_. She doesn't feel the vertigo of being upside down, not like she used to when they had to practice standing on their head in the gymnastics classes she took when she was little – and oh, _God_ , she's _upside down!_

Gwen yelps, and flails, and falls back first onto her bed. She stills, staring up into the ceiling, and wonders what the hell she's going to do now.

67 percent.

* ✾ *

It eats at her for another day, and she wonders abstractly if she should tell her mom – if she really does die, it would be sad if they had no forewarning, she figures. Then again, Gwen doesn't want to worry her if she ends up being one of the 33 percent.

She wonders if Dr. Connors would start human trials if his success rate was 33%.

Probably not.

Peter is really excited about something when he comes to her house after school, and they've barely settled in her room before he says, “I have to show you something.”

He fiddles with that leather briefcase he's started going around with, the one who used to belong to his father, and he digs out some papers that Gwen knows what are almost immediately.

“Cross-species genetics,” Gwen says and feels slightly ill. Peter nods violently, grinning. “This is your dad's research?”

“Yeah,” he says. “And, look I've been reading Dr. Connors's book, and I've found what he was missing. I need to talk to him about it – I mean, it's amazing, maybe he can tell me more about what my dad was working on. I was thinking, maybe you could set up a meeting?”

“I can talk to him,” Gwen says automatically. Then - “what, you don't know what your dad was working on?”

“Well, cross-species genetics, obviously,” Peter says, waving the papers he's still holding.

“Yes, but,” Gwen starts. “Those spiders that we saw, they were – they were his work, Peter.”

Peter quiets, eyes round as they meet hers. “Really?”

“Yeah.” She shrugs uncomfortably. “I also – I need to tell you, I -” she searches for the words, uselessly, and Peter studies her for a moment before a light bulb almost literally switches on over his head.

“You were bitten,” he says.

She breathes out in relief. “Yes,” she says. “It's – something's happened to me.”

“Cross-species genetics,” Peter repeats, and his voice is almost reverent.

Gwen nods. She stands up, debates whether to take off her socks, but decides against it. “I can, uhm,” she starts, but actually saying _climb walls seems_ too dumb, so she just shows him.

“Holy shit,” Peter says, looking up at her. “Holy shit, holy shit, _Gwen –_ “

And he's laughing, his expression amazed – it's infectious, but _67%_ keeps Gwen from smiling too widely. He tugs her down, kisses her while still smiling and with great fervor, but he soon notices she's not as into it. Peter leans back, his arms resting on her hips. “What's wrong?”

She presses her eyes shut, because she doesn't want to see Peter's expression. “They had a round of mice trials with the spiders a couple of years ago, and there was a 67 percent mortality rate.”

“A 67-” he repeats, confused, before his arms slack and tighten again. “ _Shit_. Gwen.”

“Yeah,” she chokes out, and tears are building up behind her eyelids – he guides her head to the nape of his neck, and she clutches at his shirt, accidentally ripping it by gripping it too hard.

It would be funny if it weren't so sad.

* ✾ *

“So do you know a time frame?” Peter asks her later. She's sitting on her bed in her yellow sweater and plain black panties, refusing to feel embarrassed about it – he's leaning over her legs, studying the bite on her thigh.

“No,” Gwen says. “A week, maybe.”

“And there's no antidote,” he says.

“No,” she says.

“Because it doesn't look like anything's wrong,” he says, and looks up at her quickly before looking down again. “So maybe it'll be alright.”

She presses a hand to her mouth and looks away.

He brushes a thumb over the bite. “Does that hurt?”

“No,” she says through her fingers.

“Hey,” he says, and when she moves her head to look at him he moves, almost covering her with his body. He brings a hand up to brush her cheek, thumb the misty corner of her eye. “It'll be alright,” he says, and she kisses him, hard and bruising, like she can press some of her emotion into him, make him share the burden with her. He responds, whole body rolling into hers like a wave, and his hand cups her hip, the heat of his palm branding her naked skin– she shivers, hands clenching, and he calms the kiss slowly, deepening it. They separate, both breathing hard, and his big, dark eyes find hers. “It'll be alright,” he repeats, voice rough, and she nods, grounding herself by his presence.

* ✾ *

The weekend passes slowly, so slowly she would be able to get twice as much work done if she could focus on anything – but Peter does his best to distract her, and it succeeds about as well as it can.

“Come on,” he says, camera on the ready on the open streets of New York, “give me your best Monroe.”

“Alas, no hot air from the subway today,” Gwen comments, but still acts it up for Peter's picture. He laughs and takes another, and another, until Gwen says it's only fair she gets to take some pictures of him too – they all end up blurry and bad, but he grins wide for her, and she thinks that she's lucky to have him, even if the odds are against her keeping him.

But the point is that the weekend _does_ pass, and she tentatively allows the hope in her chest to bloom when nothing changes.

“I told you,” Peter says, trying to be smug but too sincerely happy to pull it off. “I told you we'd beat the odds.”

The _we_ warms her to the core. _Lucky_ , she thinks. _So damned lucky._

* ✾ *

On Monday she's back at OsCorp, and she's almost out the door before she remembers. “Oh, Dr. Connors, I had something to ask you,” she says, turning to him. He's sitting by his desk, smiling kindly at her. Her thought about human trials had seemed absurd once she was back, when he greeted her with his customary warmth, but there's a glint in his eyes that keeps her wondering. “Do you remember Peter Parker?”

“Peter Parker?” Dr. Connors repeats, raising his eyebrows.

“The boy who was here with the interns,” she explains. “He's Richard Parker's son.”

“Of course...” Dr. Connors trails off. “What about him?”

“He wants to show you something, an equation,” Gwen says, and Dr. Connors's eyebrows go even higher. “Can he stop by here tomorrow? He could be here around 4.”

“Yes, that should be fine,” Dr. Connors says, looking supremely interested, and Gwen smiles.

“Thank you. Have a good night!”

“You too, Gwen,” he replies, but the door is already closing behind her.

* ✾ *

Peter calls her on his way home from the meeting, sounding tremendously excited about it all, and he keeps repeating how _brilliant_ it all is, how brilliant his dad must have been and how brilliant Dr. Connors is. Gwen smiles at his rambling.

“So it went well? You were there for -” she looks at the time “- over five hours, wow.”

“Yeah, it went great, we started some trials on the spot,” he says, talking quickly. “I just want to – uh, I'm gonna have to call you back, Uncle Ben's waiting for me outside -”

“Okay,” Gwen says, and she hears Peter's uncle say _“Glad to know it's working”_ before Peter hangs up.

* ✾ *

Peter calls her back at half past twelve. She's only up because she never managed to complete her chemistry report even though she was going to do it sometime last weekend, and it's due tomorrow – so she's tired and feeling snappish when she says, “What is it?”

“Gwen,” Peter says, and he sounds _wrong_ , choked and angry and almost inaudible. He draws in a ragged breath. “Gwen, Uncle Ben's – gone, he's, the police are here, can you come here _,_ please.”

“Peter? What's – what happened?”

“Some guy, he – he shot Uncle Ben, I can't -” Peter makes a wordless sound of rage, anger so pure it sends shivers down her spine, “please, I just need you here.”

“I'm on my way,” she promises, throwing her chem book off her lap and grabbing her jacket, using the new lock on her door and sending a silent apology toward her parents' room if she's not home by the morning. She climbs the fire escape and runs – faster than she ever could before, but it's a slow form of travel, unfit for this new version of her. She thinks she'll have to think of something better. She thinks of Peter's Uncle Ben, the gruff, funny man she'd just started to know – she has no idea what to do, how to help, but she will do whatever Peter asks of her. Anything to help him.

_Oh, God_ , she thinks, and runs faster.

The police are still there when she arrives, and they look at her suspiciously until Peter comes out and embraces her, hiding his face in the nape of her neck and shuddering with every breath. She pets his hair, strokes his back and finally says, “come on, let's go inside,” because he's standing there in just a t-shirt, and he doesn't need to get a cold on top of everything.

She wonders, to distract herself, if she can get colds still – then she forces herself out of her self-centered thoughts to return to the present, to the broken Peter standing in front of her. He breathes in and holds it, and Gwen can see him regaining control of his body in the space between his inhale and his exhale. “I need you,” he says finally, and she nods, says,

“Anything, anything.”

“I – I was there, I saw him,” Peter says, and his eyes are dark, even darker than usual, lifeless if not for the knife of fury slashing through them, “I need you to find him with me.”

“Okay,” Gwen says, even though some part of her revolts against the idea – this isn't her revenge to enact, but she thinks of her father, thinks of what she'd do to the scum who shot him, and she understands. “Okay, I'll find him. We'll find him. I promise.”

He makes a noise, something like relief and pain all at once, and hugs her again, whispers, “thank you, thank you.”

“It'll be alright,” Gwen says, pressing kisses to his neck, “it'll be alright.”

Peter releases her, and with something like guilt he says, “I need to be alone now. I need to – Aunt May, and -”

“Yeah,” Gwen says, and she steps back. She looks in on the living room, where Aunt May is sobbing at the dinner table, and figures that her sympathy wouldn't be appreciated. Peter asks for the sketch of the killer, and the paper crinkles in his grip.

“We'll find him,” she says again, and Peter nods shortly.

On her way home, she remembers what else was in the room with the spiders. She doesn't sleep that night, but she develops webbing with an incredible tensile strength – a junior high simplification of OsCorp's biocable, but it suits her need and her budget. She wonders if it's a side effect of the bite, that she's beginning to think like a spider, because the next morning she declines a ride to school from her dad and tries swinging there instead – her hair is a mess when she gets there, and that inherent sense of terror that's become almost second nature to her now is still present, but it's quick, and it'll be useful.

It's even, she admits shamefully to herself, a little fun.

* ✾ *

Peter comes out to look with her the first night, but Aunt May doesn't let him be out for very long – Gwen is completely understanding, and even though Peter initially wants her to sneak him out, he promises to stay home as long as she is out looking.

Her own parents are surprisingly understanding too – she tells them that Peter needs her, and her mother frowns, says, “That poor boy.” Her father doesn't say anything, because he thinks saying anything would seem like a criticism of the police, a betrayal of his own badge. Gwen knows him well enough to see that, and to see the pity in his eyes as well.

She's initially surprised at the amount of crime she witnesses in New York City, looking for Uncle Ben's killer. She's a seventeen year old girl, she's never hung out downtown at such late hours before – and she knew her father had a difficult job, but not this difficult of one. It's like she's helping him, she thinks when she stops someone harassing a young woman – she's never beaten someone up before, never even thrown a punch, but she's a quick learner, and there's plenty of practice material. Her body moves fluidly, more fluidly than it ever did at the height of her gymnastics period, and the young woman screams when Gwen shoots the first strands of webbing. The guy rears back, says, “What the fuck,” and she knees him in the groin, fastening him to the wall.

“Do you want to call the police,” she asks the woman, but she's shaking her head and running away, and Gwen turns back to the guy with a sigh.

“What the fuck,” he says again. “You're a _girl_.”

“Oh, fuck you,” she says, and knees him in the groin again before leaving him there.

* ✾ *

Gwen is also surprised at the amount of guys wearing sunglasses with shoulder-length blonde hair – she's only been out a few nights and she's encountered so many, but none of them have that telling tattoo. “Are you _sure_ ,” she asks Peter at 2 am one night, looking at the webbed-up dude in front of her.

“Yeah,” he says, “but feel free to punch this guy out too.”

She doesn't, but she does learn that she needs to start wearing some kind of outfit – too many have screamed “I've seen your face!” for it to be comfortable, and her old gymnastics tights were already worn and too small before she started wearing them every night.

She also learns the wonders of the world of make-up, although it worries her how many tutorials she finds on covering up bruises online.

* ✾ *

Gwen goes home with Peter after school the next day. He's looking better, despite Gwen not finding the right man – he's been talking to Flash at school, which makes Gwen raise her eyebrows, but she figures Flash could definitely use someone like Peter in his life.

She's a little biased, of course, because she figures pretty much everyone could use someone like Peter in their life.

“We're going to sleep,” Peter announces once they're in his room, and she looks at him with furrowed brows.

“What? I brought my debate notes, I need to go over them -”

“No,” he interrupts. “I'm not really sleeping, and you're _definitely_ not sleeping, so we're going to sleep until Aunt May calls us down for dinner.”

“But -” Gwen protests, but Peter kisses her quiet and says,

“I'm serious. Come on,” and tugs her down onto his bed.

She thinks there's no way she'll get to sleep lying next to Peter all warm and firm and _there_ next to her, but she barely feels him brush the hair away from her face before she's out like a light.

After dinner, she tells him that she needs a costume of some kind, and she uses his computer to browse.

“It's all spandex,” she complains, and Peter claps his hands together gleefully, looking very excited. Gwen rolls her eyes, smiling. “You're the worst.”

“I think you'll find I'm the best,” he corrects her, and his sincere grin, so rare these days, makes her kiss him – and then, well, she's already gotten a couple of hours of sleep, she can make the costume when she comes home.

* ✾ *

_A_ _vigilante_ , the newspapers are calling her. _Spider-Man_.

One viral video on the internet and she's getting her fifteen minutes of fame, albeit in a very different form than she'd ever imagined.

It makes her happy, so terribly happy at first to get some recognition, not just Peter asking her whether she's found Star-wrist yet – a name they'd both agreed was too cool to waste on a mindless dirtbag like him, but it's stuck anyway – and trying to look like he's okay when she's forced to admit she hasn't. These people in the internet _like_ her, they like what she does, they agree that it's necessary – they call her amazing, a people's champion, and it doesn't even matter that they think she's a guy for some reason.

There are also blogs that call Spider-Man a menace, newspapers and official spokespeople who condemn her actions and say they will not tolerate people taking the law into their own hands. She tries to ignore them, but they slowly eclipse the positive recognition Spider-Man gets in mainstream media.

“Dad, dad, have you seen Spider-Man,” Philip asks around the dinner table.

“Can you get us his autograph?” Simon asks excitedly.

Her dad snorts. “That idiot who's running around in red and blue spandex? He's a fool, he's actively hindering the police from doing their job. You don't want an autograph from someone like him.”

Gwen's food suddenly loses all taste. “He seemed like he was doing a good job with that car thief from the video,” she says, forcing the words out past her lips. “People like that should be caught, it doesn't matter by whom.”

“Gwen,” her father says, “if I wanted that car thief off the streets, he'd be off the streets. He was part of a sting, a sting that's now completely useless thanks to this arrogant amateur.”

“George,” her mother says warningly, but her father's picked up steam, there's no stopping him now -

“And you two! Believe me when I say that you don't want to look up to a wannabe vigilante who thinks he knows the big picture, even if he knows _nothing_. It's the boys in blue who clean the streets, not this -” her father gestures with his fork “- swinging idiot.”

“Maybe he's doing his best, dad,” she says, mumbles, really – her eyes sting and she knows she can't swallow another bite of her food.

“He should leave it to the people who know what they're doing, then,” her father says dismissively, and something in her fires up at that, a force that says _you're wrong, you're wrong – Peter's uncle died and where were you?_

But she can't say that, so she excuses herself instead, scrubbing a hand over her eyes. “I'll be in my room,” she says, “I have a test tomorrow I need to study for.”

She pats her mother on the shoulder on her way out of the room so she won't come in later and see Gwen's room empty.

In her room, she closes the door and lets out a slow exhale. A bitter clump has formed in the back of her throat, making it difficult to swallow – she knows she's smeared her makeup, but she can't be bothered to fix it, and she grabs her jacket and opens the window. She swings into the night, New York pulsing around her like no other city knows how, streetlights mirroring the faint stars above – she swings a route so familiar to her by now she thinks she could do it in her sleep, and all the while she's thinking that she wants to _help_ , she just wants to help.

_She just wants to help_.

Her landing isn't as smooth as it usually is, but she knows the hour, knows Aunt May won't wake up, Peter's told her about the sleeping pills she's needed since Uncle Ben's death. He opens his window after the first taps, and she crawls inside his room, shedding her jacket and throwing it on the floor. He pulls her down so they sit side by side on his bed, and she puts her head on his chest to cry her bitter tears, _I just want to help_ still drumming like a mantra inside her head.

He pets her back and doesn't say anything until she's calm again. He knows he can't understand, can only sympathize, and in that moment she loves him fiercely – because he loves her, even though she hasn't said it yet. He loves her, all of her, even if the newspapers don't, even if her own father doesn't – and that will have to be enough, at least for tonight.

* ✾ *

The next morning, Gwen hates Spider-Man, hates the stupid red and blue color scheme and the puns that are now infamous on the Internet. She looks at the suit lying on her bed, the voice modulator she's still perfecting on her desk, and thinks about scrapping it all – Peter would forgive her, she thinks, even if she never managed to catch Star-wrist. She thinks about it all day at school, and she's about to mention it at lunch when Flash sits down next to them, saying, “Hey, I'll sit with you if you don't do any of that lovey-dovey crap, alright? Keep it in your pants.”

They both look at him incredulously, until Gwen laughs. “I think we can do that,” she says, “right, Peter?” She nudges his foot under the table.

“I – yeah,” Peter says, still looking bemused, but with an underlying tone of contentedness.

Flash gives them both a smirk and starts talking.

She considers it after school too, looks surreptitiously at the suit under her blouse on the way home – but then, suddenly, there's the giant lizard, and the Willemsburg bridge, and a little boy named Jack.

And she knows she can't give it up, no matter her personal feelings on the matter.

If you can stop people from dying, you have to. That's just the way it is.

* ✾ *

She tells Peter all about it on the phone when she's come home afterward – she's too tired to even swing by him, she just wants to collapse in her bed and sleep for a thousand years – and he says, resolutely, “Let's do something else tomorrow.”

“Tomorrow?” She says, rolling over to look at her ceiling. “I have OsCorp, you know that.”

“No, you don't,” he says patiently, “you told me a couple of days ago that Dr. Connors gave you a week off, remember?”

She pauses, then says, “Oh, yeah.” She can't believe she forgot – there's been a lot going on, but still, she rarely forgets things.

“I'm sure Giant Lizard Man will need a couple of days of recuperation,” he says, “and they opened up that carnival over in Brooklyn a few weeks ago, we could take the subway.”

“Will Aunt May be okay with that?” she asks.

“She was actually the one to suggest it,” Peter replies ruefully. “Apparently I'm not being a good boyfriend if I'm not taking you out on proper dates.”

“Mmm, I think you're doing a great job,” Gwen says, closing her eyes and sighing a little. She's so _tired_ , and Peter's voice is low and soothing.

“Thanks, I haven't gotten any complaints before,” he says. “Though there haven't really been anyone to complain...”

She laughs quietly.

“I can hear you falling asleep on me,” he says. “I'll see you tomorrow, okay?”

“Okay,” she says sleepily. “Love you.”

“I -” Peter is silent for a few seconds, but she's too tired to worry. “I love you too,” he says finally, rushed and embarrassed like he thinks Aunt May will hear him through the doors and the hallway and the sleeping pills.

Gwen smiles. “Good night.”

* ✾ *

It's weird, to use her powers for something other than to beat up guys and fight giant lizards. Peter begs her to do the Test Your Strength-thing, with the hammer, but she's too afraid she'll break it to try. She does, however, win him a stuffed blue bear at the mock shooting range, even though she's never touched a gun before.

“There's, like, _nothing_ you can't do,” Peter marvels, and Gwen preens a little. “I'm going to treasure this bear forever.”

“What are you going to call him?” Gwen asks as they wait in line for cotton candy, Gwen's not-so-secret craving of the day. Well, year. Life, to be perfectly honest. She wistfully revisits her dream of a candy house.

“I was thinking I'd dye him a little red, call him Spider-Bear,” Peter says, grinning, and Gwen sighs exaggeratedly.

“Good luck picking up girls with that,” she says, and Peter makes Spider-Bear – _god damn it,_ the unnamed blue bear – sit on Gwen's shoulder and pet her cheek.

“There's only one girl I wanna pick up,” he says, lilting his voice a little, and she can't help but laugh, brushing the bear away.

“That was awful,” she tells him, and any rebuttal he might have is stopped by them finally reaching the counter.

They hold hands the entire way home, which makes Gwen feel like a proper teenage girl, and she _likes it_ – she likes that being Spider-Man doesn't mean she can't still be seventeen, that this irreversible change doesn't automatically mean she's lost more than she's gained.

The revelation is a little late in her opinion, but she still welcomes it, and she smiles into the kiss when they're parting.

“Thank you,” she says, and Peter rests his forehead against hers, and says,

“Thank you too.”

* ✾ *

There's been a suspicion growing in the back of her mind, a theory that she doesn't want to confront – but there's no way around it now, wearing the Spider-Man suit brings with it all sorts of responsibilities, and stopping Giant Lizard Guy is one of them.

She goes to Dr. Connors's house first, in the vain hope that he'll be home and invite her in for a cup of coffee, and say her name in that kind way he does, so she'll know it could never be him. But his house is empty, and so is his office at OsCorp, and the suspicion grows larger.

Gwen really, really, really doesn't want Dr. Connors to be Giant Lizard Guy.

Her new awareness, dubbed “spider-sense” by Peter even though that sounds incredibly stupid, leads her down the sewers, and she pulls her mask on and hides her backpack before climbing down.

The smell is _atrocious_. Up until now, she's appreciated her heightened senses, but she wishes she couldn't smell at all down here – there's the usual sewer smell, but there's also the smell of something dying, and every fiber in her being save that damned spider-sense is telling her to go investigate somewhere else. Then she spots the first lizard.

Then the second.

Then they follow, more than Gwen thought even existed in downtown NYC – but they are hard to kill, like Dr. Connors has reiterated several times. It's like they're wandering toward their leader.

Do the tiny lizards worship the big lizard, she wonders as she creeps alongside them, do they maybe try to pile up so they can be as big as the -

The _giant lizard_ that's breathing her in the face.

“Spider-Man,” Giant Lizard Guy hisses, and she shrieks, jumping backward to escape the reach of his claws, “ _why are you here_?”

“To stop you,” Gwen says resolutely, and the voice modulator changes the pitch of it so it should be unrecognizable – but the Giant Lizard Guy still freezes, expression changing rapidly until it lands on one of rage.

“ _Gwen_?” he hollers, and runs at her.

There's really nothing to do after that except fight.

Afterward, she limps to Peter's, and he does his best to patch her up. “It's Dr. Connors,” she tells him, and he freezes, looks like he's about to cry and punch something at the same time. “What's the matter? I know he was nice to you, but -”

“It's because of the algorithm, dad's algorithm,” he says. “Isn't it?”

Gwen looks at him as best she can with one eye almost bruised shut and doesn't reply. She thought about it long ago, knows Dr. Connors couldn't have become Giant Lizard Guy without Richard Parker's algorithm – but he couldn't have become Giant Lizard Guy without OsCorp's funding, either, and he would have been delayed without Gwen's help on his work with cross-species genetics.

She tells Peter this, because it doesn't really matter whether it's his fault or not. The point is that it's happened, and they have to fix it. She has to fix it, really – Peter would be squished like a bug out there, which isn't exactly irony, but close enough.

He still looks miserable, dabbing at her cheek with antiseptic – a feeling she's gotten very used to very quickly – and she sighs, puts a hand on his cheek.

“We'll stop him, alright? We're Midtown's best and brightest,” and the comment makes his heavy brows let up a little.

She's down to her sports bra because Peter had to check whether her ribs were broken, and he cups her stomach, wary of the bruises. “You're so amazing,” he whispers, and she laughs a little.

“I couldn't do this without you,” she says and she means it to be lighthearted, but it turns gut-wrenchingly, embarrassingly true. His eyes are wide when he looks up at her, and she tries to smile to cover up that terrifying honesty - “I mean, I could, but I really, really don't want to.”

He kisses her hard, and she hisses a little as her split lip stings, but he licks at it in apology and she opens her mouth wider, careless of her injuries as she kisses him properly. He moves forward so she lies down on his bed, and he traces a line of light kisses from her mouth to her collarbone until she smacks at his shoulder in frustration and he grins against her skin, hands skirting over her sports bra. She tugs him up to kiss him again, putting her hand over his and guiding it to her breast – she moans a little, even though the fabric is restrictive and she mostly feels the shape of his hand, moving slightly over it like a promise. Then Aunt May bangs something together downstairs and they jump apart, and that _hurts_ , so then whatever mood there was is officially killed.

Gwen lies back on Peter's bed and says, somewhat grumpily, “I'm gonna take a nap,” and he smiles at her as he settles by his computer.

* ✾ *

She comes home in the morning, swinging sleepily through New York – it may be the city that never sleeps, but it's still waking up around her, road signs blinking blearily and car horns quiet. Gwen sneaks in through her own window, throws her mask on the bed and goes to the kitchen for a glass of water.

The apartment is usually asleep by this hour, but then she hears foot-steps in the wall, and her mother saying, “Gwen?”

“Good morning,” Gwen says, and debates whether she can get away with not turning to face her.

Probably not, she thinks with a sigh, and does – her mother stops, looking shocked as she takes in Gwen's appearance. Gwen spares a thought to be grateful for her accelerated healing, because she can't imagine how her mother would react if faced with Gwen yesterday.

“What's happened to your _face_ ,” she says, “Did someone do that to you?”

“No, no,” Gwen says, and tries to smile reassuringly.

Her mother still looks worried. “You know you can tell me anything,” she says. “If Peter gets you mixed up in something -”

“ _No_ , mom, he's a good boy,” she says. “I fell on my way home from him yesterday. It's those boots we bought last winter, I think I need to throw them out or something, because the heel is really unstable.”

“The ones we bought for three hundred dollars?” Her mother says, frowning, and Gwen tries to nod without looking too eager about the subject change. “That's too bad, maybe we can repair them – you can bring them to a shoemaker's and see what they say without throwing them out immediately.”

“I will,” Gwen says. “Thanks, mom. I'm gonna go get ready for school now.” She puts her glass down and tries slipping by her mother, but she stops her with a hand on her arm. She studies Gwen's face for a beat.

“I love you, Gwen,” she says. “And I would forgive you anything, you know that?”

“Yeah, I know,” Gwen says around the clump in her throat. “I love you too.”

Her mother steps back, looking satisfied, and Gwen escapes to the safety of her own room.

* ✾ *

“I like the new look, Gwen, very _chic_ ,” Chelsea says, and Gwen looks down at herself – grey high-necked sweater and black pants.

“Uh, thanks?” she says, confused. Chelsea nods knowingly.

“I'm glad you realized you didn't have to flash your thighs every day, even though it seems like it got you a boyfriend,” she continues. Gwen blinks.

“Well, you know, my thighs are the only good part of me,” she says in agreement. “It's definitely what made Peter go out with me, yeah. My thighs. _What?_ ”

Chelsea smiles and pretends like she didn't hear. “I'm so happy for you guys, though!”

Gwen nods and thanks her again, and makes a face after her as she turns to walk down the hallway. She wants to find Rikki and tell her all about it, ask her whether they should study for their upcoming debate together – she feels bad for neglecting her friends, but most of them think it's just because of Peter.

It's better than them thinking she's spending every night fighting crime on the streets, at least.

She's looking through her bag for her phone to text Rikki when she hears the roar. A roar, and then a burst, the sound of plaster smashing. Gwen's fingers close around her mask instead.

The student body is running for the exit, and she is running the other way, toward something that probably wants to kill her. Figures. She sees Peter on the way, looks as stern as she can and says, “ _Go_!” He looks like he wants to object, eyes flitting between the exit and her, but she waves her arms and he finally gets moving.

The lizard rises above her like a snarling beast, towering higher as Gwen crouches in defense.

“Dr. Connors,” she says, the suit and mask settling like a second skin, “you don't have to do this.”

“I can't believe you'd betray me,” he hisses at her, lashing out with his claws, and she backflips out of reach, shoots webbing to project herself on top of the lockers – he climbs up after, but they dent and curl under his weight. “ _Gwen_! You knew what I was working on, you know what this would mean for _humanity_ -”

A part of her wants to cry. “Curt, please, stop this,” she pleads, trying to web his forelimbs to his body and immobilize him, but he breaks loose almost immediately. “You're not acting like yourself -”

“ _I've improved myself,_ ” he snarls, and Gwen gives it up as a lost cause, teeth clacking shut behind the mask.

She launches herself at his back, arms clenching around his neck – he roars and shakes her off so violently she flies through the air before landing hard on the ground.

She staggers up, curls into her defensive position and looks at him. There's a beat before she runs forward, skitters across his body and fastens her hands in the ceiling to kick at his eyes – she gets one kick in before he grabs her foot and throws her out a window.

She shoots webs and crawls back up as soon as possible to see Peter hitting Dr. Connors with a trophy – a _debate team_ trophy, she thinks hysterically. “Peter! Get _out_ of here!”

Dr. Connors is snarling, and there's nothing human left in his eyes. Gwen crawls all over his body, envelops him in a cocoon of webbing to buy Peter time, time he should be using to _run_.

“This isn't your fight,” she tells him, “now go, go, go!”

He looks angry and lost, but he finally leaves. Gwen breathes a little easier, even though Dr. Connors is breaking free of her webbing in a matter of seconds, and then it's on again.

Gwen leads him on a chase through the building, hoping fiercely everyone has evacuated – she can hear police sirens outside. Connors grabs hold of her, and his claws dig into her shoulder, the pain sharp and intense. She punches and kicks at him, webs at his face, and he has to release her to get it off. She runs into the next room, a chemistry lab, and grabs a solution off the table to throw it at him – it burns acidic into his scales, but they repair themselves before her eyes.

“I am _better_ ,” he roars, and Gwen jumps backward onto the ceiling.

“You have a tail,” she retorts nonsensically, and berates herself for the weak counter-argument – but then he's scraping at the bits of ceiling she used to be, and she has to leave the debate theory for now.

He smashes the rest of the vials on the table as he scrabbles on top of it to reach her, and she launches herself on the other side of the room. Maybe if she – she picks up something clear, hoping against hope it's hydrogen peroxide or something and not just _water_ , and lays low on the ground as she nears Dr. Connors.

He falls to all fours as well, jaws snapping at her, and she jumps and swings around him on the last second, throwing the liquid in his face.

He shouts and flails, clawing at his own face and leaving deep cuts – his eyes are red when he looks at her, and with another violent hiss he disappears, running on all fours like a predator to his next prey.

Gwen looks out the window, sees the blue of the police sirens and thinks with a twist to her mouth that her dad's out there, ready to apprehend Dr. Connors and Spider-Man both.

She finds her bag, texts Peter to _make something up if my dad asks where I am, & please go to OsCorp & synthesize antidote. I drew up a formula for it, look in the database under x-species genetics – file 12869. Call me if u need help w/ running a serum_, puts her phone on vibrate and follows Dr. Connors down the sewers.

* ✾ *

Gwen creeps silently, even running some of the disgusting sewer water over her suit to mask her scent, but it's completely pointless, because Dr. Connors's hide-out is abandoned when she gets here. She plays one of his videos, looking with sad eyes at the man she used to admire, twisted and miserable with a feverish gleam to his eyes. Then she looks down at his desk, sees the circled area on the map, and thinks -

The Ganali device.

Of fucking _course_.

She fumbles for her phone, registers Peter's _3 unopened texts_ and calls him.

“Gwen! Holy shit, are you okay? Where are you?”

“I'm in the sewers, I followed Dr. Connors – Peter, he's headed to OsCorp.”

“Why, what's at – the Ganali device,” Peter breathes out.

“Yeah,” Gwen replies grimly, the mood too dark to even be proud of how quickly Peter understands her.

“An antidote still has ten minutes left,” he tells her.

“Forget the antidote, you need to get out of there, Peter -”

“I can do it,” Peter says, determined and so damn _stubborn_. She presses her hand to her forehead and lets out a noise.

“I'll stop him before he gets there,” she promises, knowing it's futile and that words won't armor him against anything, but still - “I'll distract him, but you need to be out of that building in ten minutes and ten seconds.”

“Yeah, yeah,” Peter says, and she wobbles a little. “I, uhm, you're not allowed to get killed by a giant lizard, okay? Be careful.”

She lets out a bark of laughter, because the irony of him telling her to be careful stings almost as bad as her shoulder. “You, too,” she says. “I love you. _This is not your fault_.”

“It's not yours either,” Peter says, and hangs up. Idiot, idiot boy.

Gwen lets herself take one long, shuddering breath, before she tugs her mask back down.

* ✾ *

She follows the sewers until she's just a mile away from OsCorp. Her mental map is full of holes – for some reason, she's not overly familiar with the Manhattan sewage system – and she desperately needs some fresh air. She pops out of a manhole right in front of a taxi, yells “Sorry!” and starts running to gain momentum, shooting webs as well as she can on these glass skyscrapers without purchase.

Gwen's not going fast enough, and the police are shooting at her, wasting their time on a useless spider when they should be shooting at the giant lizard tearing the city apart – “I'm trying to _help you_!” she screams in frustration at the SWAT teams with taser rifles, and her voice modulator's gone, ruined sometime during her fight with Dr. Connors. The pitch of her voice makes the men stop, look at each other in confusion, and that's all she needs to get away, skittering away from the spotlight of a hovering helicopter.

Her shoulder is pulsing and one of her feet is bloody, but she can't stop to find out which – both of them hurt just about the same as they pound upon asphalt and the concrete of New York's roofs. She climbs higher, pushes herself further, waiting for a break, for a sign of Dr. Connors. She doesn't know whether it's been one, five or even ten minutes since she talked to Peter, but she hopes he's okay.

Then she's on a solitary roof, and she can't find any way forward. OsCorp is gleaming in the distance, a ring of light following a figure as it crawls up the side of the building.

This can't be it – will she be forced to watch, helpless, just a couple of hundred yards away as Dr. Connors executes his diabolical plan?

But the stars are in alignment, or something – _something_ sure as hell is, because construction cranes begin lining up a path from her to OsCorp, and she's too tired to question it, just thanks whoever is listening and starts swinging. She won't give up. She _can't_ give up.

* ✾ *

 Gwen lands on the roof of OsCorp, rough ground finally settling under her feet. High above, she can see Dr. Connors setting the Ganali device into position, but she needs Peter – where is _Peter_ , the antidote, did it even succeed? A rifle shot sounds next to her, and Dr. Connors staggers, falls, hissing and snarling as he lands on the ground before her. His bones stick out, but they patch themselves up in a matter of seconds. Another rifle shot.

She looks at the source – her father, looking stern and calm and competent as he fires another round into Dr. Connors's face. “Peter Parker wants you to have this,” he says, presenting her with a vial of blue serum.

She could cry. “Thank you,” she says, and her voice modulator is ruined, she'd forgotten, _shit –_ her dad pauses for a second, looks at her with shock and hints of a badly timed realization, and Dr. Connors launches at him.

She crawls up Dr. Connors's back, dragging him backward with her. His tail lashes up at her, angry and quick, but she evades it as best she can, and she jumps off just milliseconds before he falls backward into a tank of freezing gas. She wraps a string of webbing around one of the tubes and _pulls_ , and Dr. Connors is doused in the gas. Her dad fires again, clutching his rifle with a pained expression, and she looks between him and the tower.

“Go,” her father says tightly, “I've got this.”

She nods, grips the vial and starts climbing.

It's sloppy. Her feet, wet with blood, struggle finding purchase on the cold metal, and she can only use one hand to climb with, the other grasping the serum so hard it digs into her palm. Beneath her, she hears another bellow from Dr. Connors, and a quick look down shows he's started following her. She climbs faster, hears the ten second countdown from the Ganali device, every inch of her telling to _hurry hurry hurry_ -

“Three,” the calm female voice says -

Gwen shoots a string of webbing and launches herself up on the final platform -

“Two,” the calm female voice says -

She can hear Dr. Connors's tail beat against the metal -

“One,” the calm female voice says -

And her shaking fingers press the antidote into the device, looking on with awe as it fires into the sky.

“How _dare you_ ,” Dr. Connors hisses, and his claws dig into her calf, dragging her down. “How dare you try to stand in the way of evolution -”

The blue flakes drift downward to land on his face. He blinks, scrubs his claws over his face and says, “no,” then again, “no, no, no,” until it's just a litany and he's falling, screaming, and Gwen is holding on to the platform for dear life.

She pulls herself up to her knees, looking up at the electric blue sky, trying to remember how to breathe – but then there's a _crack_ , and the tower tilts, starts sliding. She staggers on her feet, looks down and jumps, debris and glass and metal clattering against her body as it makes its way down the building, and she thinks she'll follow before a scaly hand wraps around hers. Her heart is permanently stuck in her throat.

“Curt,” she says, and he presses his lips together as he looks down on her, tries with a determined expression to pull her up.

His arm fails, disintegrating into nothing, but she manages to crawl onto the roof – Dr. Connors lies on his back, panting, and she takes her mask off to look at him, to see if he's dying and if she can stop it.

“I'm sorry,” he says. He is crying, and his left harm – his only arm – fists the fabric at her chest before it lets go. “I'm so, so sorry, Gwen, the captain -”

“The captain?” she repeats, “oh, _dad_ , no -”

Gwen runs over to the freezing gas, the pain of her foot soles suddenly secondary in nature. She gasps when she sees him, and his eyes widen at the sight of her, too. He's sitting, leaning against a structure and feebly clutching at his handgun – his face contorts with every breath.

“ _Dad_ ,” she says, voice breaking.

“Gwen,” he says, and coughs. “You -” he trails off and closes his eyes, leans back and studies the sky above. “I was wrong.”

She's blubbering at this point, mask tossed next to him to sob into her hands and try to press at his chest – but he hisses in pain, and she knows there's nothing she can do. “What are you talking about,” she says, fingers clenching and unclenching like she can grasp at the _unfairness_ of it all, because she saved New York but her father is still dying in front of her.

“This city needs you,” her dad says, sighing a little, “it needs Spider-Man. But,” he touches a hand to her cheek, “the world needs Gwen more.” His eyes are clear and honest. Pleading.

She's shaking her head almost imperceptibly against the palm of his hand, says, “dad, I can't – I have to – dad, there's _no difference_ –“

His hand falls, and he smiles weakly. “There is,” he says, and he coughs again, a painful, serrated sound. “But I know you can't see it. You need to be gone when they get here. You'll -” he reaches to his left with his free arm, hands gripping fabric tight “- need this.” Gwen's father, Captain George Stacy, spends the last of his strength pressing the Spider-Man mask into her hand. “I love you.”

“I love you too,” she stutters out, and with more strength than she thought she had left, the toughest thing she's done today by far – she walks to the edge of the roof, looking over her shoulder at her dad one last time, and flies off in the night.

She comes home to her mother, saying, “Oh, Gwen, I was _so worried –_ what's _happened_ to you? Have you spoken with your father?”

And she can't say anything, so she just hugs her tight and cries and cries and cries.

* ✾ *

Midtown Science High School gets two weeks off while the school is rebuilt. Gwen wouldn't have gone anyway, but she absently thinks the lack of personal absence will look better on her college papers. Can Spider-Man go to college?

She starts thinking about something else.

She quits her internship at OsCorp – Dr. Connors is arrested and it was all up in the air anyway, considering how closely she worked with him, so no one objects. She needs someone else to write her college recommendation, she can't have one from someone who's now in jail. _Can Spider-Man go to college?_

There's a funeral for her father. Peter is there, but she can't face him – she tries once, but he was entertaining Philip and Simon, doing funny voices and pulling faces to distract them, and the sight made her cry. Again.

Flash, coming up to her later and saying, “You know, if you ever need to talk, or if Peter does something stupid – you know, call me,” also made her cry.

She's very tired of crying.

Her mother cries too, and during the funeral she leans on Gwen like a life-line. Gwen knows she can never tell her that she's Spider-Man, not when her dad – when he died the way he did.

Fighting bad guys, saving the world. Like the Stacys do.

Even when school starts up again, she quits the debate team and tells Flash he should find another tutor, she's a bit unsteady on the subjects he has now. She still hasn't talked to Peter. It's not a conscious decision, a rejection she's chosen to execute – it's just the way things become, and, well. He's the only one who knows she's Spider-Man.

He's the only one who knows she couldn't even save her own father.

* ✾ *

Gwen is sprawling in her chair, studying her own carpet and feeling sorry for herself, when her mother knocks on the door. “Come in,” she says, temporarily raising her gaze to make sure the door's unlocked.

“Gwen, sweetie...” Her mother trails off and sits at the edge of the bed. “I want to talk to you about something, and I don't want you to take it the wrong way, okay?”

“Mmm,” Gwen says, still staring at the floor.

Her mother sighs. “Everyone handles grief differently, and I'm not saying your way is wrong or unnatural, but you don't need to reject everything good in your life.”

“Mmm,” Gwen says.

“Peter was here when you were out yesterday, and he says he hasn't seen you in weeks,” she says. “I – George's passing was hard. It _is_ hard. You know I've started seeing someone, and I can set up an appointment for you too, if you want to talk to someone professionally.”

“Would that I could,” Gwen mumbles, too low for her mother to hear.

“If not – you know you can talk to me, right? I know I've been giving you a lot of responsibility over your brothers, and I'm sorry if it was too much for you, but we need to get through this. _Together_. Gwen, please look at me.”

She lifts her head reluctantly to look at her mother, who smiles sadly.

“We need to enjoy what we have with the living,” she says, and it sounds like she's echoing her therapist. “Not get caught up in what we had with the dead. You can mourn, we will all mourn for a long time, but George would never want this for us, you know that.”

“I do,” Gwen says begrudgingly.

Her mother stands up and presses a kiss to her forehead. “It'll be alright,” she says, and the worthless platitude wakes something up in Gwen, memories she's pushed away. She remembers Peter's hand on her hip, though it feels like years ago – remembers Uncle Ben and _“I was there”_ and, for the first time, she wonders if he knows how she feels.

It's pouring out, the air fresh and clean, and she grabs her umbrella and decides to walk. She hasn't really been outside in so long, it's probably good for her.

* ✾ *

Aunt May opens the door. “Oh, sweetie, I'm so sorry,” she says immediately, and pulls Gwen into a hug. Gwen reciprocates, letting her still-open umbrella fall to her feet as she wraps her arms around Aunt May. “I'm so glad you're here, I'm making pesto,” Aunt May continues as they separate. Her eyes are shining, but there's no pity in them, only a bone-deep sympathy. “Peter's in his room, I'm sure he'll be glad to see you. I'll call for you when dinner's ready.”

“Okay,” Gwen says, and she folds her umbrella and lets it drip on their porch as she steps inside.

It smells like basil and pine nuts, and she breathes in deep before going upstairs.

“What is it?” Peter calls when she knocks. “You said dinner wasn't until seven – Gwen.”

“Hey,” she says, trying to smile even though it probably ends up more like a grimace. “I'm sorry.”

“No,” he says, and he stands up, folding her into a hug. “I'm really sorry,” he murmurs into the nape of her neck. She lets her head rest on his shoulder and fists her hands in the back of his button-down, making sure not to rip it this time.

They stand there for a long time, breathing in sync, and Gwen gradually feels her muscles ease, her forehead smoothing out and her fingers slowly releasing Peter's shirt. He holds her for a little longer before releasing her, giving her an awkward half-smile. “Okay?” he asks. “Well, I mean, for a given value of -”

“Yeah, she interrupts. “Getting there, I think.”

“Good,” he says with feeling. “So … you wanna watch a movie?”

She laughs. “Sure.”

It takes them twenty minutes to start making out, which is a new record. “I missed you,” Peter whispers into her skin like a secret, looking up at her – she's straddling him, his computer behind her, and she can hear snippets of dialog still. “I really, really did.”

“I missed you too,” she says, grasping at his gravity-defying hair to pull him up into another kiss, all heat and longing.

His hips buck, and he breaks the kiss, turning tomato red and apologizing furiously – she laughs again, quietly, and leans in conspiratorially to whisper, “I don't mind.”

His eyes widen, and he smiles, and when Aunt May shouts for them to come down and eat a few minutes later, it's like a hatch in her chest releases, a tension she wasn't even aware of eased by the _routine_ of it all – and it echoes in her mind, the thought that she can still have this, even after everything.

“We should probably go downstairs,” Peter says. His lips are bruised and his hair is a mess, and he's standing in the doorway with his arm stretched toward her, smiling wide and true – Gwen takes his hand and darts past him, pulling him after her out of the room.

It'll be alright.

**Author's Note:**

> the "rikki" mentioned is rikki barnes, who i wanted to give a speaking role, but i couldn't find a scene to fit her into. i really like the idea of her, gwen stacy and kate bishop hanging out and being sad that people think they're male when they hear their superhero alias. any input or feedback is greatly appreciated, either in the comment section below or [on tumblr](http://keptein.tumblr.com)! thanks for reading.


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